Missouri Law School 1L Study Guide for Contracts

Missouri Law School 1L Study Guide for Contracts

I. Introduction to Contract Law
Definition: A contract is a legally enforceable agreement between two or more parties with mutual obligations.
Governing Law: The Uniform Commercial Code (UCC) governs contracts for the sale of goods, and common law governs all other contracts. Missouri has adopted the UCC, with specific provisions found in Missouri Revised Statutes, Title XXVI, Trade and Commerce.

II. Formation of Contracts
Offer: An expression of willingness to contract on certain terms, made with the intention that it shall become binding as soon as it is accepted by the person to whom it is addressed.
Acceptance: An expression of assent to the terms of an offer in the manner invited or required by the offer.
Consideration: Something of value given by both parties to a contract that induces them to enter into the agreement to exchange mutual performances.
Mutuality of Obligation: Both parties must be bound to perform their obligations or the law does not recognize the agreement as a contract.
Capacity: Parties must have the legal ability to enter into a contract.
Legality: The subject matter of the contract must be lawful.

III. Defenses to Formation
Mistake: A belief that is not in accord with the facts.
Misrepresentation: A false statement of fact made by one party that induces another to enter into a contract.
Duress: A situation in which one party is forced into a contract through wrongful pressure exerted by another.
Undue Influence: An unfair persuasion of a party who is under the domination of the person exercising the persuasion.
Incapacity: Lack of legal ability to enter into a contract.
Illegality: A contract that involves doing something that is illegal or against public policy is not enforceable.

IV. Terms of the Contract
Express Terms: Terms that are explicitly stated in the contract.
Implied Terms: Terms that, although not stated, are necessary to give effect to the parties’ intention.
Parol Evidence Rule: A substantive rule of contracts which prohibits the admission of evidence extrinsic to the written contract that would contradict or add to the written terms of the contract that appears to be whole.

V. Performance and Breach
Complete Performance: When all aspects of the parties’ duties under the contract are carried out perfectly.
Substantial Performance: Occurs when one party fulfills enough of its contract obligations to warrant payment.
Breach of Contract: A violation of a contractual obligation by failing to perform one’s own promise.
Anticipatory Repudiation: When one party makes it clear that they will not perform their contractual duties when the time comes.

VI. Remedies for Breach
Damages: Monetary compensation for breach of contract.
Specific Performance: An equitable remedy that compels a party to execute the contract according to the precise terms agreed upon.
Rescission: The revocation, cancellation, or repeal of a contract by mutual agreement or by one party.

VII. Third-Party Issues
Assignment: The transfer of rights or property to another party.
Delegation: The assignment of contractual duties to a third party.
Third-Party Beneficiary: A person who was not a party to the contract but stands to benefit from the contract’s execution.

VIII. Contractual Modifications
Modification: An alteration or change to a contract that affects the duties or obligations of the parties involved.

IX. Missouri Specific Case Law and Statutes
Baker v. Drake: A Missouri case that sets precedent for the interpretation of ambiguous contract terms.

IRAC Review: Baker v. Drake

  • Issue: The issue is whether the contract was ambiguous and whether extrinsic evidence could be used to determine the parties’ intent.
  • Rule: Under Missouri law, a contract is considered ambiguous if it is reasonably susceptible of more than one meaning.
  • Analysis: The court found that the contract in question was indeed ambiguous, and thus allowed the introduction of extrinsic evidence to determine the true meaning of the contract as understood by the parties.
  • Conclusion: The court concluded that the extrinsic evidence provided a clearer understanding of the parties’ intent and rendered a decision based on this interpretation.

X. Study Tips
Know Definitions: Make sure you understand the basic terms used in contract law.
Read Cases Carefully: Many rules in contract law are derived from case law. Understanding the facts, legal issues, and outcomes is crucial.
Practice Applying Rules: Use hypotheticals to apply the rules you have learned to new situations.
Memorize Key UCC Provisions: For contracts involving the sale of goods, be familiar with the relevant sections of the UCC adopted by Missouri.
Review Class Notes: Go over your notes to ensure you understand the concepts discussed in class.
Outline: Create a detailed outline of the course material to review and consolidate your knowledge.

Please note that this study guide is not exhaustive and you should supplement it with your class notes, textbooks, and other resources provided by your professors. Always check for the most recent updates to case law and statutes, as the law can evolve after the knowledge cutoff date.

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